General Terms and Conditions of the CASHFINDER Group

GENERAL TERMS AND CONDITIONS of the CASHFINDER Group (consisting of CASHFINDER Consulting GmbH, CASHFINDER AG, UBVA Group ks and all other partner/licensing companies that are entitled to use the brand name "CASHFinDER" - hereinafter referred to as "CF")

PREAMBLE: CF offers consulting/services in the field of cost optimization along the cash flow in 6 core areas (debtors, organization, creditors, financing, investment and the interface to banks). As a service provider that supports you in "searching for, finding & implementing savings potential along the cash flow", we offer a wide variety of options Services in the field of management consulting, which are commissioned by the client.

§ 1 SCOPE OF APPLICATION

1.1 Deviations from these general terms and conditions only apply if they have been agreed in writing. Deviations from this point can only be made in writing.

1.2 Silence on the part of CF regarding the general terms and conditions of the client does not constitute consent to them.

§ 2 COMMISSIONING AND IMPLEMENTATION

2.1 A project can be accepted in whole or in part. A project is considered accepted if an account or partial payment is made or the analysis presentation took place more than 3 months ago and the project was not canceled in writing.

2.2 An implementation proposal is deemed to have been accepted when the implementation of the proposed action (or any action that logically follows from it, with or without the involvement of CF) begins. If only parts of a measure or a package of measures (with or without the participation of CF) are implemented, the entire measure is deemed to have been accepted.

2.3 If no implementation is achieved at the request of the customer, CF has the right to check for up to 36 months after the analysis has been commissioned whether proposed measures or parts thereof have been implemented without CF being involved. The client undertakes to provide CF with all required data (such as for the analysis) electronically.

§ 3 DATES AND DEADLINES

3.1 Agreed deadlines and deadlines can only be met by CF if the customer fulfills all his obligations to cooperate, in particular if he has carried out the preparatory work (checklists) and has provided the necessary documents in full.

3.2 In order to be able to comply with the agreed framework, the customer must ensure that the following requirements are met:

3.2.1 The customer undertakes to create the organizational framework that allows work to be carried out as undisturbed as possible and conducive to the rapid progress of the order. The active cooperation on the part of the customer is deemed to have been agreed.

3.2.2 The client ensures that the consultant is provided with all documents necessary for the fulfillment and execution of the consulting contract, even without his special requestAgents and information are presented in a timely manner and he is informed of all processes and circumstances that are important for the execution of the order. This also applies to all documents, processes and circumstances that only become known during the consultant's activity.

3.3 Delays caused by incorrect, incomplete or subsequently changed information from the customer are not the responsibility of CF and do not lead to a delay by CF.

§ 4 POSTPONEMENTS, BREAK UP FEE

4.1 A project starts with the transfer of the down payment or a partial payment.

4.2 If the implementation of project steps is delayed, CF is released from the obligation to repay all payments already received (ie payments on account and/or partial payments).

4.3 If the implementation of project steps:

4.3.1 are delayed by 6 months after placing the order (= signing of the employment agreement), we are entitled to finally invoice 30% of the (theoretical) savings potential calculated by CF as flat-rate consulting costs. In this case, CF is released from a repayment obligation for all payments already received (ie payments on account and/or partial payments).

4.3.2 is postponed or delayed for more than 6 months after the order was placed (= signature of the working agreement), we are entitled, after 12 months from the order being placed, to charge the fee calculated by CF with 50% of the theoretical savings potential, regardless of the progress of implementation and to finalize the project. In this case, CF is released from a repayment obligation for all payments already received (ie payments on account and/or partial payments).

4.4 If, after the order has been placed, our company should be unable to do so for reasons for which you are responsible (no active participation by your employees, project termination, no longer desired to realize the potential, the consultant's proposed procedure is rejected, new owner, sale of the company, insolvency,...) OR force majeure (natural disasters such as fire, flood,...) make it impossible to provide the agreed service (quickly), CF can make 75% of the theoretically calculated savings potential (regardless of the progress of implementation) due immediately and bill the project ("Break Up Fee"). In this case, CF is released from a repayment obligation for all payments already received (ie payments on account and/or partial payments).

§ 5 FEE, TERMS OF PAYMENT

5.1 CF participates once in the actually realized and implemented and recurring savings of a proposed (or a logically resulting) measure (with or without active participation of CF) with a profit sharing of 100% (excl. VAT).

5.2 CF participates in the actually realized and implemented one-time savings (e.g. in the area of double transfer, investment financing,...) of a proposed (or a logically resulting) measure (with or without active participation of CF) with a profit share of 50 % (excl. VAT). If a (contractual) term has been agreed in this case, the entire term applies as the basis for profit sharing.

5.3 The profit-sharing will be calculated and paid out as follows after your decision on implementation (with or without active participation by CF): 30% after successful presentation on account and sign of the project start on the profit-sharing and 70% at the time of realization (100% minus received payment on account).

5.4 Results are checked and evaluated together. The basis for profit-sharing is a comprehensible savings calculation for each individual item. The time of realization is when the benefit is used for the first time.

5.5 After the first year, at your request, a final statement of the savings actually realized can be made using real data.

5.6 Benefits that cannot be assessed will be invoiced by separate agreement.

5.7 Fee rates based on time spent are based on an eight-hour day with five working days per week with a daily rate of EUR 2,250 per day. Travel time counts as working time.

5.8 Flat-rate orders are agreed separately. CF is entitled to 50% of the agreed flat rate fee when the order is placed.

5.9 The client bears all expenses (travel, hotel, subsistence and car rental costs). If the travel expenses are charged as a lump sum, we charge a flat rate of EUR 250 per flight ticket (return: 2 tickets). For a rental car 150 EUR per day (=24h). We charge EUR 150 per night for hotel expenses and EUR 100 per day for meal expenses. Both the day of arrival and the day of departure count as full days.

5.10 The fee is payable without deduction within 5 days of the invoice date.

5.11 The agreed fee is net without the statutory sales tax, which will be invoiced additionally.

SECTION 6 OBLIGATION TO CONFIDENTIALITY

6.1 CF undertakes to maintain secrecy about all matters that become known to it in connection with its work for the client. This obligation relates both to the customer and to his business relationships. CF will also impose this obligation of confidentiality on its employees and other third parties working for CF within the scope of the order.

6.2 Only the customer himself, but not his vicarious agents, can release CF from this obligation of confidentiality in writing.

6.3 The obligation to secrecy also applies to the period after the end of the order. Exceptions are cases in which there is a legal obligation to provide information.

6.4 CF is authorized to process personal data entrusted to it within the scope of the purpose of the consulting contract or to have it processed by third parties. The provisions of the Data Protection Act are observed.

6.5 The use of professional statements by our company to customers for advertising purposes or in dealings with suppliers, creditors and potential creditors is not permitted.

6.6 The customer undertakes to carefully store the contract documents and documents, documentation and, if applicable, source programs provided to him in order to prevent misuse.

§ 7 LIABILITY

7.1 CF is liable for intent or gross negligence. Liability for slight negligence is excluded.

7.2 Claims for damages by the customer become time-barred after 6 months from the provision of the service.

7.3 The client is obliged to ensure that the documents created in the course of the consulting contract are only used for the purposes of the contract. In particular, the disclosure of professional statements (expert opinions, calculations, analyses, organizational plans, programs, etc.) by our consultants to third parties requires the written consent of our company management. A liability of our company towards third parties is not justified in any case.

§ 8 REFERENCE

8.1 Any company that is entitled to use the registered brand name "CASHFINDER" can use the client as a reference as soon as a sub-step of an order has been completed. You undertake to provide truthful information.

8.2 It is also agreed that you will not provide any reference information if a former consultant from our company acquires orders on his own account or on behalf of a third party and names your project as a reference.

§ 9 PROTECTION OF INTELLECTUAL PROPERTY

9.1 The client is obliged to ensure that the documents created in the course of the consulting contract are only used for the purposes of the contract. In particular, the transfer of professional statements (expert opinions, calculations, service descriptions, analyses, organization charts, programs, etc.) to third parties, whether paid or not, requires the written consent of the management of our company. A liability of our company towards third parties is not justified by this, even if we agree to the transfer. Should CF nevertheless be held liable, the client will indemnify and hold CF harmless.

9.2 Any violation of 9.1 is subject to a contractual penalty, which cannot be reduced by a judge, amounting to 10% of the total fee, but at least EUR 5,000 per violation. CF reserves the right to claim additional damages.

SECTION 10 DISPOSAL

10.1 The contractual partners mutually undertake to take all precautions that are suitable to prevent the independence of our employees, contractors, subcontractors or cooperation partners from being endangered. This applies in particular to offers by the customer for employment or the acceptance of orders for their own account.

10.2 Within the period from the placing of the order to 12 months after the execution of the order, the client will not employ CF employees or employ them in any other way with himself or an affiliated company (participation of at least 25%).

10.3 Should the client violate 10.2, a contractual penalty, which cannot be moderated by a judge, in the amount of the annual salary of the employee, but at least EUR 50,000, is to be paid to CF.

ARTICLE 11 WARRANTY

11.1 Warranty claims by the client expire six months after the service has been rendered.

11.2 CF must be given the opportunity to improve within a reasonable period of time. Only if the improvement fails does the customer have the right to a price reduction or conversion.

ARTICLE 12 FINAL PROVISIONS

12.1 The nullity or ineffectiveness of individual provisions of these General Terms and Conditions does not affect the validity of the others. The ineffective provision will be replaced by a provision that comes as close as possible to the ineffective provision in economic terms.

12.2 The client is not permitted to offset or assert rights of retention.

12.3 The place of performance is CF's registered office.

12.4 The contract is subject to Austrian law. Exclusive place of jurisdiction is Vienna.